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2014

The Extraordinary General Meeting of Grupa LOTOS S.A. on November 25th, 2014

Announcing about convening the Extraordinary General Shareholders Meeting of Grupa LOTOS S.A.

Voting instruction form for exercising voting rights through a proxy at the Extraordinary Shareholders Meeting of Grupa LOTOS S.A.

Drafts of Resolutions

Grounds for draft resolutions.

Materials concerning points included on the agenda Extraordinary General Shareholders Meeting: 

1. Opening of the Meeting.

2. Appointment of the Chairperson of the Meeting.

2.1 Draft of resolution of Extraordinary General Meeting concerning election of the Chairperson of the Extraordinary General Meeting.

3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.

4. Approval of the agenda

5. Provision of consent to the sale of the perpetual usufruct of land property to LOTOS Asfalt Sp. z o.o.

5.1 Resolution of Management Board no 75/VIII/2014 of September 19th 2014.

5.2 Resolution of Supervisory Board no15/IX/2014 of October 20th 2014.   

5.3 Valuation report of land property.

5.4 Draft of resolution of Extraordinary General Meeting concerning granting consent to the sale of perpetual usufruct right to a land property to the benefit of LOTOS Asfalt Sp. z o.o.   

 6. Provision of consent to the sale of the organised part of the Grupa LOTOS S.A. company in the form of a fuel depot in Poznań.

6.1 Resolution of Management Board no 81/VIII/2014 of September 30th 2014.

6.2 Resolution of Supervisory Board no14/IX/2014 of October 20th 2014.

6.3 Valuation of the Branch of Business of Grupa LOTOS S.A. - Fuel Depot in Poznań.

6.4 Draft of resolution of Extraordinary General Meeting concerning   granting consent to the sale of the organised part of the company Grupa LOTOS  S.A. in the form of the fuel base in Poznań.

7. Closing of the Meeting.

The Extraordinary General Meeting of Grupa LOTOS S.A. on September 8th 2014

Announcing about convening the Extraordinary General Shareholders Meeting of Grupa LOTOS S.A.

Voting instruction form for exercising voting rights through a proxy at the Extraordinary Shareholders Meeting of Grupa LOTOS

Drafts of Resolutions

Materials concerning points included on the agenda Extraordinary General Shareholders Meeting:

 1. Opening of the Meeting.

2. Election of the Chairperson.

2.1 Draft of resolution of Extraordinary General Meeting concerning election of the Chairperson of the Annual General Meeting.

3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.

4. Approval of the agenda

5. Increase in the Company’s share capital

5.1 Resolution of Management Board no 63/VIII/2014 concerning proposal to the General Meeting to increase the Company's share capital

5.2 Resolution of Supervisory Board no 9/IX/2014 concerning an opinion on the increase of the Company's share capital

5.3 Presentation entitled Proposed Rights Issue of Grupa LOTOS S.A.

5.4 Draft of resolution of Extraordinary General Meeting concerning on increasing the Company's share capital by way of issue of new shares, public offering of new shares, setting the record date for the entitlement of pre-emptive rights in respect of new shares for November 18th, 2014, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market of the Warsaw Stock Exchange, amending the Company's Articles of Association and authorising the Supervisory Board to prepare a consolidated text of the Company’s Articles of Association

5.5 Ground for draft resolution

6. Closing of the Meeting.

The Annual General Meeting of Grupa LOTOS S.A. on June 30th 2014

Announcing about convening the Annual General Shareholders Meeting of Grupa LOTOS S.A.

Voting instruction form for exercising voting rights through a proxy at the General Shareholders Meeting of Grupa LOTOS

Drafts of Resolutions

Grounds for draft resolutions

Materials concerning points included on the agenda Annual General Meeting

1. Opening of the Meeting.

2. Election of the Chairperson.

2.1 Draft of resolution of Annual General Meeting concerning election of the Chairperson of the Annual General Meeting.

3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.

4. Approval of the agenda

5. Review of Grupa LOTOS S.A.’s financial statements for 2013 and of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2013.

5.1 Resolution of Management Board no 12/VIII/2014 concerning adoption of the financial statements of Grupa LOTOS S.A. for 2013.

5.2 Resolution of Management Board no 13/VIII/2014 concerning adoption of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2013.

5.3 Resolution of Supervisory Board no 112/VIII/2014 concerning assessment of the financial statements of Grupa LOTOS S.A. for 2013.

5.4 Resolution of Supervisory Board no 113/VIII/2013 concerning assessment of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2013.

5.5 The financial statements of Grupa LOTOS S.A. for 2013.

6. Review of the Grupa LOTOS S.A. Capital Group’s consolidated financial statements for 2013 and of the Report of the Grupa LOTOS S.A. Capital Group's operations in 2013.

6.1 Resolution of Management Board no 14/VIII/2014 concerning adoption of the consolidated financial statements of Grupa LOTOS S.A. Capital Group for 2013.

6.2 Resolution of Management Board no 15/VIII/2014 concerning adoption of the Report on the Operations of Grupa LOTOS S.A. Capital Group in 2013.

6.3 Resolution of Supervisory Board no 114/VIII/2014 concerning Assessment of the consolidated financial statements of Grupa LOTOS S.A. Capital Group for 2013.

6.4 Resolution of Supervisory Board no 115/VIII/2014 concerning assessment of the Report on the operations of Grupa LOTOS S.A. Capital Group in 2013.

6.5 The consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2013.

7. Review of the Supervisory Board’s reports for 2013.

7.1 Resolution of Supervisory Board no 117/VIII/2014 concerning adoption of the Supervisory Board’s report on the results of assessment of the Management Board Reports for the year ended December 31st, 2013.

7.2 Resolution of Supervisory Board no 118/VIII/2014 concerning adoption of the Report on the Supervisory Board activities in 2013.

7.3 Resolution of Supervisory Board no 119/VIII/2014 concerning Adoption of the document entitled “Assessment of the Grupa LOTOS S.A. Capital Group’s Standing in 2013”.

8. Approval of Grupa LOTOS S.A.’s financial statements for 2013 and of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2013.

8.1 Draft of resolution of Annual General Meeting concerning approval of the financial statements of Grupa LOTOS S.A. for 2013.

8.2 Draft of resolution of Annual General Meeting concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2013.

9. Approval of the Grupa LOTOS S.A. Capital Group’s consolidated financial statements for 2013 and of the Report on the Grupa LOTOS S.A. Capital Group’s operations in 2013.

9.1 Draft of resolution of Annual General Meeting concerning approval of the consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2013.

9.2  Draft of resolution of Annual General Meeting concerning approval of the Report on the operations of the Grupa LOTOS S.A. Capital Group in 2013.

10. Coverage of thr Company's net loss for 2013

10.1 Resolution of Management Board no 34/VIII/2014 concerning proposal to cover the net loss of Grupa LOTOS S.A. for 2013.

10.2 Resolution of Supervisory Board no 116/VIII/2014 concerning Evaluation of the Management Board’s proposal concerning coverage of the net loss for 2013.

10.3 Draft of resolution of Annual General Meeting concerning coverage of the net loss of Grupa LOTOS S.A. for 2013.

11. Approval of the performance of duties by members of the Company’s Management Board for the period January 1st, 2013 to December 31st, 2013.

11.1 Resolution of Supervisory Board no 120/VIII/2014 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Paweł Olechnowicz, President of the Management Board, in the period from January 1st to December 31st 2013.

11.2 Resolution of Supervisory Board no 121/VIII/2014 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Marek Sokołowski, Vice-President of the Management Board, in the period from January 1st to December 31st 2013.

11.3 Resolution of Supervisory Board no 122/VIII/2014 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Mariusz Machajewski, Vice-President of the Management Board, in the period from January 1st to December 31st 2013.

11.4 Resolution of Supervisory Board no 123/VIII/2014 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Maciej Szozda, Vice-President of the Management Board, in the period from January 1st to December 31st 2013.

11.5 Resolution of Supervisory Board no 124/VIII/2014 concerning Recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Zbigniew Paszkowicz, Vice-President of the Management Board, in the period from January 1st to December 31st 2013.

11.6 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Paweł Olechnowicz, President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.  

11.7 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Marek Sokołowski, Vice-President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

11.8 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Mariusz Machajewski, Vice-President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

11.9 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Maciej Szozda, Vice-President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

11.10 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Zbigniew Paszkowicz, Vice-President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

12. Approval of the performance of duties by Members of the Company’s Supervisory Board for the period January 1st, 2013 to December 31st, 2013.

12.1 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Wiesław Skwarko, Chairman of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

12.2 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Marcin Majeranowski, Vice-Chairman of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

12.3 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Oskar Pawłowski, Secretary of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

12.4 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Ms Małgorzata Hirszel, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

12.5 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Ms Agnieszka Trzaskalska, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

12.6 Draft of resolution of Annual General Meeting concerning granting discharge in respect of the performance of duties by Mr Michał Rumiński, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2013.

13. Granting consent to purchase of properties for implementation of future investment projects

13.1 Resolution of Management Board no 48/VIII/2014 concerning purchase of properties for implementation of future investment projects.

13.2 Valuation survey I

13.3 Valuation survey II

13.4 Resolution of Supervisory Board no 132/VIII/2014 concerning expressing opinion on the purchase of land properties for implementation of future investment projects.

13.5 Draft of resolution of Annual General Meeting concerning granting consent to purchase of properties for implementation of future investment projects.

13.6 Draft of resolution of Annual General Meeting concerning expressing consent to increase of the real property purchase costs. 

14. Granting of a jubilee award to the President of the Management Board.

14.1 Resolution of Supervisory Board no 103/VIII/2013 concerning granting of a jubilee award to Mr. Paweł Olechnowicz, President of the Management Board.

14.1.1 Legal opinion on the possibility to grant a jubilee award to Mr. Paweł Olechnowicz, President of the Management Board of Grupa LOTOS S.A.

14.2 Draft of resolution of Annual General Meeting concerning granting of a jubilee award to Paweł Olechnowicz, President of the Management Board.

15. Determination of the Number of the Supervisory Board Members for the 9th term of office.

15.1 Draft of resolution of Annual General Meeting concerning determination of the Number of Supervisory Board Members for the ninth term of office.

16. Appointment of the Supervisory Board for the 9th term of office.

With reference to the appointment to the Supervisory Board of Grupa LOTOS S.A. on the ninth term of office, we would like to invite the candidate for the members of Supervisory Board to send their candidacies earlier. Application forms  with the declaration enclosed below, ought to be send on the following address:

Grupa LOTOS S.A.
Biuro Zarządu
ul. Elbląska 135
80-718 Gdańsk
fax: (058) 308 73 70
e-mail: wz@grupalotos.pl

16.1 STATEMENT OF A CANDIDATE

16.2 Draft of resolution of Annual General Meeting concerning appointment of the Chairperson of the Supervisory Board of Grupa LOTOS S.A.

16.3 Draft of resolution of Annual General Meeting concerning appointment of the Member of the Supervisory Board of Grupa LOTOS S.A.

17. Closing of the Meeting.